Legal Deed of Termination

LEGAL DEED OF TERMINATION

This Deed of Termination is made as of between First Party: Name: , Entity Type: Individual Corporation , Registered Address: (hereinafter "First Party"); and Second Party: Name: , Entity Type: Individual Corporation , Registered Address: (hereinafter "Second Party").

RECITALS

WHEREAS, the parties entered into a written agreement described as: dated (the "Agreement");

WHEREAS, the parties wish to record their mutual agreement to terminate and bring to an end the Agreement and all obligations arising thereunder as of the Effective Termination Date specified below;

WHEREAS, the parties have agreed the termination shall be effected on the terms and subject to the conditions set forth in this Deed.

NOW THEREFORE

In consideration of the mutual covenants and agreements set forth in this Deed and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context requires otherwise: "Agreement" means the written agreement described in the Recitals; "Effective Termination Date" means ; "Claim" means any demand, action, liability, loss, cost or expense.

2. TERMINATION

2.1 Subject to the terms of this Deed, the parties agree that the Agreement is hereby terminated with effect from the Effective Termination Date. From and after that date, neither party shall have any further obligation under the Agreement except as expressly preserved by this Deed.

2.2 Notwithstanding clause 2.1, provisions of the Agreement which by their nature survive termination (including but not limited to confidentiality, indemnities in respect of prior acts, and payment obligations accrued prior to termination) shall remain in full force and effect and shall be enforceable in accordance with their terms.

3. RELEASE AND DISCHARGE

3.1 Each party irrevocably and unconditionally releases and discharges the other party from all Claims, demands and liabilities arising under or in connection with the Agreement up to the Effective Termination Date, except for Claims arising from fraud or wilful misconduct or as otherwise expressly reserved in this Deed.

3.2 The parties acknowledge that this release is a full and final compromise of disputed and undisputed Claims arising from the Agreement but does not apply to obligations that by their express terms survive termination.

4. CONSIDERATION

4.1 As consideration for the mutual releases and undertakings in this Deed, the parties agree that the following consideration shall be payable by to : Amount: $. Payment terms: .

5. EFFECT OF TERMINATION

5.1 The termination effected by this Deed shall not operate as an admission of liability by either party. No party shall issue any statement or take any action that would reasonably be expected to communicate an admission of liability in respect of matters arising under the Agreement.

5.2 Each party shall promptly take all steps and execute all documents necessary to give full effect to the termination and to perform any acts required to give effect to the obligations set out in this Deed.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as at the date of this Deed that: (a) it has full power and authority to enter into and perform its obligations under this Deed; (b) the person signing this Deed on its behalf is duly authorised; and (c) the execution and delivery of this Deed does not violate any other agreement to which it is a party.

7. CONFIDENTIALITY

7.1 Except as required by law, each party shall keep confidential and shall not disclose to any third party the terms of this Deed or any information exchanged between the parties in connection with the negotiation of this Deed, save to the party's professional advisers on a need-to-know basis who shall be bound to keep such information confidential.

8. NOTICES

Notices to First Party

Notices to Second Party

All notices under this Deed must be in writing and delivered by hand, sent by registered post, or sent by nationally recognised courier to the addresses set out above and will be deemed received on delivery or on the date the courier records delivery.

9. AMENDMENT, WAIVER AND FURTHER ASSURANCES

9.1 No amendment to this Deed is effective unless made in writing and signed by each party. No failure or delay by a party to exercise any right shall operate as a waiver of that right.

9.2 Each party shall at its own cost do all acts and execute all documents reasonably required to give full effect to the provisions and intent of this Deed.

10. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the law of . Each party submits to the non-exclusive jurisdiction of the courts of that jurisdiction in respect of any dispute arising out of or in connection with this Deed.

11. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties in relation to the subject matter of this Deed and supersedes all prior agreements, representations and understandings, whether written or oral, relating to the termination of the Agreement.

12. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS

This Deed may be executed in counterparts, each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

ADDITIONAL PROVISIONS

Additional terms or special arrangements (if any):

The parties declare that they have read and understood the terms of this Deed and enter into it of their own free will and with full authority to bind the entity or person they represent.

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